INTERNATIONAL MEAT RESEARCH 3G FOUNDATION

– BUSINESS PRINCIPLES & PRACTICES


Background
The Foundation is a collaborative, independent, not-for-profit international eating quality research
platform linked to the United Nations Economic Commission for Europe Specialized Section on Meat. As
cited in the Foundation Statute, the aim of the Foundation is to improve consumer satisfaction of meat<
products through fostering (facilitating) the application of global collaborative meat research knowledge
throughout supply chains. The Foundation achieves this aim through:
a) Collaborative international research linked to United Nations Economic Commission for Europe standards applied to commercial description and trading of beef.
b) Collaborative international research linked to United Nations Economic Commission for Europe standards for consumer sensory evaluation applied for continuous improvement in beef
grading systems based on consumer prediction modeling.
c) Facilitating the availability of eating quality tools, protocols and software to underpin collaborative projects and knowledge transfer.
d) Oversighting through a Scientific Reference Group, a global research DATAbank of meat research
data from participating countries to foster continuous improvement in eating quality prediction.

The following diagram provides an outline of the Foundation structure and key roles.<


Membership of the Foundation
To facilitate the Foundation’s aims, a membership structure shall be formed to encourage broad
participation in Council activities. Members are appointed by the Foundation Council.

  • Core members:
    o Membership:
      • ꞉ All DATAbank data owner entities that agree to share their data shall be granted automatic

      • membership of the Foundation;

      • ꞉ All member entities of the Scientific Reference Group shall be granted automatic membership of the Foundation;

      • ꞉ All individuals on the Scientific Reference Group shall be granted automatic membership of the

      • Foundation;

      ꞉ Applications for other core members shall be considered by the Council;

    o Membership rights:

      • ꞉ Nomination of applicants for the Foundation Council;

      • ꞉ Recommendation of additional Foundation members to the Council;

      • ꞉ Opportunities to sponsor Foundation activities;

      ꞉ Receipt of Foundation update communications.

    o Membership responsibilities

      • ꞉ To facilitate the Foundation aims;

      ꞉ Any member who does not facilitate the Foundation aims could have their membership suspended or cancelled by the Council.
  • Supporting members:
    o Membership:
      • ꞉ Entities or individuals whose activities are complementary to the Foundation’s aims;

      ꞉ Applications for supporting members shall be considered by the Council;

    o Membership rights:

      • ꞉ Opportunities to sponsor Foundation activities;

      ꞉ Receipt of Foundation update communications.

    o Membership responsibilities

      • ꞉ To facilitate the Foundation aims;

      • ꞉ To pay a membership fee (see appendix 4);

      • ꞉ Any member who does not facilitate the Foundation aims could have their membership

      suspended or cancelled by the Council.
  • Stakeholder reference group
    o To be established – a mailing list for interested non-member individuals;
    o Receive Foundation update communications at no cost.

    Membership of the Foundation Council
    The Foundation Council is established by the Foundation Statute. Initial members of the Council were
    established in the Foundation’s Statute with additional Council members then invited to bring a diverse
    range of skills from a variety of backgrounds well suited to the important task of providing oversight of the
    activities of the Foundation. The Council shall elect the Chairman of the Council from among its members.
    Once the Foundation has a sufficient range of activities underway, additional and/or replacement
    Councillors may be appointed (as stipulated in the Foundation Statute) by the Council. The Council may
    take into account advice from Foundation core members in this regard.

    Scientific Reference Group (SRG)
    The Scientific Reference Group is established by the Foundation Council. The purpose of the SRG (as for the Foundation) is to improve consumer satisfaction of meat products through fostering (facilitating) the
    application of global collaborative meat research knowledge. Research projects can be initiated through this group.


    The SRG is a scientific and evidence-based group responsible to the Foundation Council for the integrity of
    data, scientific processes and standards. It has oversight of R&D and recommends to Council research
    directions, project requirements and projects for funding through the Foundation. Under this structure
    issue specific Technical Working groups can be formed to progress research and manage projects. Initially,
    Working Groups are established for DATABank, Ontology & Data Standards, Statistical Analysis &Modelling, Flavour, and Product Integrity.

    The SRG Chair is appointed to Council with this position funded for governance reasons.

    Membership of the SRG is automatically offered to all Data Owner scientist representatives. Further
    membership categories shall be defined along with a mechanism for inviting members of the scientific
    community as part of the peer review process.

    New members of the SRG shall be appointed by the Council on recommendation from current SRG
    members. Council members have a standing invitation to attend SRG meetings as observers.

    Business Objectives, Principles & Practices
    The Council set of business principles /practices have the aim of encouraging and incentivising behaviours
    that facilitate the improvement in consumer satisfaction of meat products through the agreed objectives of achieving:
      • ▪ standardisation of research tools, language and ontology;

      • ▪ sharing of data, intellectual property (IP) & intellectual capital (IC)

      • ▪ growth in research projects undertaken & membership of the Scientific Reference Group (SRG);

      • ▪ separation of the R&D functions from the business functions;

      • ▪ financial sustainability for core Foundation activities;

      • ▪ which will then facilitate commercial adoption of the R&D.

    The Council acknowledges that these business principles and associated practices are based largely on experience gained from the collaborative spirit demonstrated by the initial members of the SRG, which are to be maintained as activities expand with the introduction of additional partners.

    The Council also recognises the initial leadership and IP in this area provided Meat & Livestock Australia
    (MLA) and its predecessor bodies as well as the long-term development of IP, IC and operating know-how
    by Dr Rod Polkinghorne (Birkenwood PL) together with the substantial contribution of Jerzy Wierzbicki as a Founder, and other Core Partners.

    The Council understands and supports the notion that success in achieving the Foundation’s aims will be
    dependent on the development of a truly global partnership where the importance of the initial inputs and
    partners diminishes over time while the importance of new inputs and partners will expand over time.

    The Council is committed to ensuring that the success of the Foundation is not seen as an end in itself. The
    Council firmly believes that it is the aims of the Foundation that are important, and all Foundation activities
    are to facilitate achievement of these aims, not just to promote the viability of the Foundation.

    Objective 1 – Achieve standardisation of research tools, language and ontology


    Principle 1.1: all research data generated by Foundation supported projects shall be of a quality that enables the results to be compared and combined with foundation data in the DATAbank.

    Practices 1.1:


      • ▪ Publication of research protocols on the Foundation website linked to the UNECE Bovine Language website.

      • ▪ Development by the Foundation of open source software to facilitate trial design, documentation and data collection under agreed common protocols to ensure DATAbank compatibility and facilitate broad adoption.

      • ▪ The initial development of this software on behalf of the Foundation shall be undertaken in collaboration with Dr Rod Polkinghorne to leverage the considerable current programming base and ensure consistency with existing data and prior collaborative research projects.

      • ▪ New research projects shall be submitted through the Foundation for review and approval of design

      • and protocol.

      • ▪ Project methodology shall be reviewed and approved by a reference group of the SRG.

      • ▪ The SRG will develop a structure to ensure proposed projects meet data compatibility standards at the design phase. This is envisaged to tier from local supervision for relatively simple designs to within country peer review for more complex projects and to full SRG review for projects conducted through research contracts with the Foundation and those involving international collaboration between

      • groups.

      • ▪ Initial projects, where established expertise experienced in the protocols does not exist, shall include

      • funding for the Foundation to oversee project activities and train participants in protocol application.

      • ▪ SRG will also provide initial support to the Foundation in the Sensory analysis component of projects to be reviewed and approved by the Foundation including training and further development of cooking protocols as required with cost of this to be included in full project cost. Note – it is expected that an

      • expanded group from the SRG will be approved to provide this sensory analysis service at a future date

      • with appropriate delegation to trained groups within geographic regions.

      • ▪ A unanimous recommendation of the SRG shall be required for a project to be approved by the Council

      • without the above two requirements.

      • ▪ Project results shall be reviewed by a reference group of the SRG and endorsed by this group before

      any data is included in the DATAbank for research pooling and prior to any publication of results.



    Objective 2 – Achieve sharing of data, IP & IC

    Principle 2.1: the overarching aim of the foundation will be best achieved by growing intellectual capital (IC)
    globally through sharing of data rather than by protecting intellectual property (IP) locally.

    Principle 2.2: all research data generated by Foundation supported projects shall be owned by the project’s
    funders with all research data relevant to improving eating quality to be included in the DATAbank (in a way that respects any confidentiality concerns) for potential access (subject to data owner approval) and
    utilisation by other members of the SRG.

    Principle 2.3: the sharing of IP & IC will reduce ‘key person’ risk where much of the current IC/IP is held within a single person/entity within SRG members


    Practices 2.1, 2.2 & 2.3:


      • ▪ Data always remains the property of the original owner and data access is always under the control of

      • the data owner with any approval for data access requiring a formal agreement between the

      • Foundation and the data owner.

      • ▪ Approval of new projects shall be dependent on data sharing through the DATAbank being agreed in

      • advance.

      • ▪ Core Membership of the Foundation shall only be offered to new ‘data owner’ when they agree to data

      • sharing.

      • ▪ Access to data in the DATAbank shall be restricted to those who have contributed (or have agreed to contribute) project data to the DATAbank.

        • o One possible exception is referenced in Objective 5 – where an entity may contract the Foundation

        • to develop a grading scheme from DATAbank data where no new research is required and, as such,

        • they have no data to contribute.

    ▪ Any entity that provides data into the DATAbank and also accesses other entities’ data in the DATAbank
    shall agree to their data remaining in the DATAbank if they later withdraw from participation in the
    activities of the Foundation.
    ▪ Initial members of the Foundation (and the SRG) shall also agree to these principles and practices.
    ▪ There shall be no exceptions to the first mentioned practice – any exception to other practices shall
    require approval by the Council on recommendation by the SRG.

    Objective 3 – Achieve growth in research projects undertaken & membership of the Scientific Reference
    Group (SRG)

    Principle 3.1: the efficiency & effectiveness of research will be enhanced with the approval of new research
    projects and commitment of new entities to join the SRG

    Practices 3.1:

      • ▪ SRG members shall proactively facilitate the identification of potential new research projects that

      • support the aim of the Foundation and through this identify new members to join the SRG.

      • ▪ SRG members shall proactively facilitate new research that adds to eating quality scientific knowledge through efforts to ensure data owners approve the use of their data in the DATAbank for this purpose.


    Objective 4 – Achieve separation of the R&D functions from the business functions

    Principle 4.1: It is vital to avoid any politicisation of R&D and maintain total integrity of R&D.

    Practices 4.1:

    ▪ There shall be a clear separation of responsibilities between the Council and the SRG, with the SRG
    being the final arbiter on issues of scientific merit.
    ▪ All new Foundation supported research projects shall be a Foundation activity with consideration and
    approval/rejection by the Council on recommendation from the SRG.
    ▪ All recommendations to the United Nations Economic Commission for Europe Specialized Section on
    Meat or other entity on eating quality standards shall be made by the Council on recommendation
    from the SRG.

      • o For clarity – the Council does not have the authority to change SRG recommendations in this regard

      – any Council concerns shall be returned to the SRG for consideration.


    ▪ The SRG shall encourage and seek involvement from researchers with specific expertise and
    demonstrated research excellence. While some may be data owners or represent data owners, others
    may participate in a professional capacity to advance the Foundation objectives.
    ▪ Where SRG recommendations to Council relate to the commercial use of data, only data owners or
    their representatives shall participate.

    Objective 5- Achieve financial sustainability for core Foundation activities

    Principle 5.1: Funding shall be captured to ensure sustainability of the R&D effort.

    Principle 5.2: Funding shall be captured to ensure development and the sustainability of core Foundation activities (eg DATAbank).

    Principle 5.3: Funding shall be captured to compensate Core Members who have contributed essential data, other IP & IC.

    Practices 5.1, 5.2 & 5.3:

      • ▪ Initially funding of Foundation activities shall be through R&D grants – this includes R&D activities and

      • other core activities to facilitate the Foundation’s aim, particularly the development and operation of the DATAbank.

      • o Potentially seed funding may be required to undertake initial tasks to elicit interest in, and maintain momentum of, activities to further Foundation aims prior to the R&D grants being commissioned.

      • ▪ Future R&D projects shall include a surcharge, in addition to the R&D cost, to be utilised by the

      • Foundation to fulfil its aim. The rate to be agreed by Council.

      • ▪ ‘Data owner’ contributors to the DATAbank shall pay an annual fee (to be determined) to the

      • Foundation that reflects the individual member’s relative contribution of their data into the DATAbank compared to their utilisation of other members’ data within the DATAbank. This fee will cover ‘cloud

      • hosting’ and DATABank IT administration costs.

      • ▪ The opportunity shall be developed for non ‘data owner’ utilisation of DATAbank data where entities

      • can implement eating quality systems in agreed locations without the need for additional R&D. These

      • members shall pay a commercial fee (to be determined) for access to the Foundation’s DATAbank and other IP & IC which may include the utilisation of Foundation developed grading models.

      • ▪ Additional R&D, consulting, training, data collection, analysis, grading and technical Q&A services shall

      • over time generate funds (in additional to recovering the cost of service delivery) to assist in ensuring

      • the administrative structure of the Foundation remains financially viable.



    Objective 6 – Achieve commercial adoption of the R&D

    Principle 6.1: Objectives 1-4 are enablers for the commercial adoption of Foundation R&D to drive
    improvement in consumer satisfaction of meat products.

    Practices 6.1:


      • ▪ Research projects submitted to the Council for consideration shall be developed and submitted in

      • conjunction with a pathway to adoption – be it through a commercial entity or industry/government

      • body.

      • ▪ Data from the DATAbank and IC from SRG members shall be made available to significantly expedite

      • the commercial adoption of meat eating quality systems for new Core Members of the Foundation,

      • where data owners have provided permission.

      • ▪ Over time the Foundation will build the capability to provide additional R&D, consulting, training, data

      • collection, analysis and technical Q&A services to facilitate commercial adoption of eating quality R&D.


    Over time the Foundation will develop regular communications to Core and Supporting Members & UNECE in particular but also to a Stakeholder Reference Group of the broader industry community to provide
    updates on Council & SRG activities.

    APPENDIX

    Appendix 1 – Foundation Council Members

    Initial Council Members

      • ▪ Jerzy Wierzbicki – Chairman (2017)

      • ▪ Rod Polkinghorne (2017)

      • ▪ Michael Crowley (2018)

      • ▪ Declan Troy (2018)

      • ▪ John Webster (2018)

      • ▪ Jean Luc Mériaux (2019)

    Current Council Members (and year joined)

      • ▪ As above



    Appendix 2 – Scientific Reference Group (SRG) Members

    Initial SRG members

     

      • ▪ Rod Polkinghorne – Birkenwood PL – Chairman

      • ▪ Linda Farmer – Agri-Food and Biosciences Institute (AFBI)

      • ▪ Jean-Francois Hocquette – Institut National de la Recherche Agronomique (INRA)

      • ▪ Janine Lau – Meat & Livestock Australia (MLA)

      • ▪ Isabelle Legrande – Institute de l’Evage (Idele)

      • ▪ Ciara McDonnell – Teagasc

      • ▪ Mark Miller – Texas Tech University (Texas Tech)

      • ▪ Judy Philpott – Birkenwood PL

      • ▪ Agnieska Wierzbicka – Warsaw University of Life Sciences

    Current SRG Members (and year joined for new members)

      • ▪ As above



    Appendix 3 – Foundation Members<
    Initial Foundation Core Members
    Corporate

      • ▪ Meat & Livestock Australia (MLA)

      • ▪ Polish Beef Association (PBA)

      • ▪ Texas Tech University (Texas Tech)

      • ▪ Teagasc

      • ▪ Institute de l’Evage (Idele)

      • ▪ Institut National de la Recherche Agronomique (INRA)

      • ▪ Agri-Food and Biosciences Institute (AFBI)

      • ▪ Warsaw University of Life Sciences

      • ▪ Birkenwood Pty Ltd

    Individual

      • ▪ Rod Polkinghorne – Birkenwood Pty Ltd

      • ▪ Michael Crowley – Meat & Livestock Australia (MLA)

      • ▪ Linda Farmer – Agri-Food and Biosciences Institute (AFBI)

      • ▪ Jean-Francois Hocquette – Institut National de la Recherche Agronomique (INRA)

      • ▪ Janine Lau – Meat & Livestock Australia (MLA)

      • ▪ Isabelle Legrande – Institute de l’Evage (Idele)

    ▪ Ciara McDonnell – Teagasc
    ▪ Mark Miller – Texas Tech University (Texas Tech)
    ▪ Judy Philpott – Birkenwood PL
    ▪ Jerzy Wierzbicki – Polish Beef Association (PBA)
    ▪ Agnieska Wierzbicka – Warsaw University of Life Sciences

    Current Core Members (and year joined for new members)

      • ▪ As above

    Foundation Supporting Members (and year joined)

      • ▪ Nil to date



    Appendix 4 – Commercialisation of IP & IC
    The Council recognises the initial leadership and IP in this area provided by Core Members.

    Objective 5- Achieve financial sustainability for core Foundation activities

    Principle 5.1: Funding shall be captured to ensure sustainability of the R&D effort.

    Principle 5.2: Funding shall be captured to ensure development and then sustainabili
    activities (eg DATAbank).

    Principle 5.3: Funding shall be captured to compensate Core Members who have contributed essential data,other IP & IC.



    Applying the principles

    This process will be detailed and outlined in due course by the Foundation Council in agreement with the
    members.


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STATUTE OF THEINTERNATIONAL MEAT RESEARCH 3G FOUNDATION

CONSOLIDATED TEXT DATED 26.07.2019

GENERAL PROVISIONS

§ 1

  1. Foundation under the name, International Meat Research 3G Foundation, called hereinafter the Foundation, established by:
    1. Jerzy Wierzbicki
    2. Rod Polkinghorne

Called hereinafter the Founders, by way of notarial deed Repertory A number 1692/2017 of 12.06.2017 drawn up by notary Diana Dobromilska leading Notary Office at Tamka 16/U6 with its registered office in Warsaw, operates based on Polish law, especially on grounds of the Law on Foundations act of April 6, 1984 (Journal of Laws no. 46, position 203 with later amendments) and the present Statute.

  1. The Foundation possesses a status of legal
  2. The Foundation was established for an indefinite period of
  3. Supervision over the Foundation is held by the minister responsible for Agriculture and Rural Development
§ 2
  1. Foundation’s office is registered in
  2. The area of Foundation’s operation is the Republic of Poland and
  3. The Foundation shall be entitled to use translated name into a foreign
§ 3
  1. The Foundation is allowed to form subsidiaries, plants and branches, and representative offices in Poland and abroad, as well as form part of other national and foreign foundations, associations and other organisations purporting the common or identical objectives to the ones pursued by this
  2. Attainment of statutory objectives might be commenced in cooperation with other actors purporting the common or identical objectives to the ones pursued by this
§ 4
  1. The Foundation is authorised to use a
  2. The Foundation is authorised to use the distinguishing graphic mark (logotype).
  3. Stamp specimen and logotype will be defined by Foundation’s Council
§ 5

The Foundation may establish badges and medals of honor and grant them with other awards and honorary mentions upon natural and legal persons distinguished in the achievement of the objectives set up by the Foundation.

AIMS AND PRINCIPLES OF ACTION

§ 6

The aim of the Foundation is scientific, scientific-technical and educational activities to improve consumer satisfaction of meat products by supporting (facilitating) the application of the supply chain of knowledge gained in global scientific cooperation in the field of meat science.

§ 7

 

  1. The Foundation achieves the objectives throughout:
    1. Collaborative international research linked to United Nations Economic Commission for Europe standards applied to commercial description and trading of
    2. Collaborative international research linked to United Nations Economic Commission for Europe standards for consumer sensory evaluation applied for continuous improvement in beef grading systems based on consumer prediction
    3. Facilitating the availability of eating quality tools, protocols and software to underpin collaborative projects and knowledge
    4. Oversighting through a Scientific Reference Group, a global research DataBANK of meat research data from participating countries to foster continuous improvement in eating quality
  2. In order to comply with statutory endeavors, the Foundation may cooperate with and support other institutions, organisations and entities pursuing common objectives, therefore the liaison may base on financial support, whether partial or full funding, of the endeavor or help with indispensable funds acquisition, as well as information, barter, legal and organisational support.
  3. The Foundation may attain the objectives also throughout the membership in organisations bringing together foundations and other Polish or foreign non- governmental organisations, with statutory objectives similar to the Foundation’s.

ASSETS AND REVENUE OF THE FOUNDATION

§8

The Foundation’s assets are constituted by the founding fund amounting to 6 000 PLN, as well as movable and immovable assets, other property rights and financial resources obtained by the Foundation. The Founding Fund comprises of the amount of 2 000 PLN allocated to economic activity and the amount of 4 000 PLN allocated to statutory activity.

§ 9
  1. For the obligations undertaken, the Foundation is liable with all its assets, however the members of Foundation bodies shall not be held liable for the Foundation’s
  2. A member of the Management Board and an insolvency practitioner of the Foundation:
    1. Is liable for the damage incurred by action or negligence contrary to law or this Statute, unless he/she is not at fault;
    2. Should, while performing the obligations, take into account due dilligence requirements arising from the professional character of his/her activity;
    3. While performing the social duties, shall act in compliance with due
  3. Provided the damage mentioned in point 2(a) was caused by more than one person, liability of these persons shall be joint and
§ 10

 

  1. Assets intended for the achievement of the objectives of the Foundation and for the coverage of the costs of its activities shall come from:
    1. founding fund,
    2. donations from the Founders,
    3. endowments, inheritances, bequests and other increase in assets from domestic and foreign natural persons, legal entities, and entities without legal personality,
    4. subventions, donations and grants,
    5. UE funds,
    6. assets of the Foundation and property rights transferred for a fee or free of charge
    7. asset’s income (revenue), immovable properties and property rights, in particular negotiable instruments and other financial instruments,
    8. gifts, collection and public events,
    9. interests and bank deposits,
    10. sponsoring,
    11. participation in profits of legal entities,
    12. economic activity of the
  2. If donors did not determine the specific intention, revenue from donations, subventions, endowments and bequests may be only used on the realization of the aims of the Foundation at the discretion of the Management
  3. In the event of endowments or inheritances statements required by law shall be made by the Management
  4. When the Foundation shall be called to inherit, the Management Board shall accept the succession under benefit of inventory, provided that in the moment of acceptance it is obvious that inheritance significantly exceeds its inheritance debts.
  5. Assets and revenues of the Foundation shall be solely contributed to achievements of statutory objectives or to the coverage of the necessary costs of its
§ 11
  1. Assets of the Foundation shall be located in bank accounts, in bank deposits, obligations, shares and in immovable and movable properties as fixed assets.
  2. The Foundation shall establish funds and target
  3. Based on revenues determined in 10 point 1(a), the Foundation shall establish special target funds, named after donators.
  4. A resolution concerning establishment of target funds and special target funds, determining amount contributing to funds and determining way of disposal of assets accrued on funds, shall be passed by the Management

§ 12

The financial year shall be a calendar year, whereas first financial year shall end on 31stof December 2017.

ASSETS AND REVENUE OF THE FOUNDATION

§13

 

  1. In order to achieve the objectives, the Foundation shall carry out economic activity either alone or in cooperation with other domestic and foreign entities to the extent that it serves to implement statutory objectives of the Foundation, in pursuance with applicable laws.
  2. Economic activity shall be conducted solely as additional activity in relation to statutory activity and shall concentrate on gaining financial assets for carrying out and development of statutory activity of the Foundation.
  3. Revenue (in amount exceeding costs), obtained as a result of the economic activity shall be intent for achievement of the statutory objectives of the
§ 14
    1. The Foundation shall be entitled to Carry out the economic entity, in particular in terms of:

58.11 Z           Book publishing
58.14 Z           Publishing of journals and periodicals
58.19 Z           Other publishing activities
63.12 Z           Web portals
63.99 Z           Other information service activities not elsewhere classified
70.22 Z           Business and other management consultancy activities
71.12 Z           Engineering activities and related technical consultancy
71.20 A           Food quality testing and analysis

71.20 B           Other technical testing and analysis

72.11 Z           Research and experimental development on biotechnology

72.19 Z           Other research and experimental development on natural sciences and engineering

85.60 Z           Educational support activities

94.12 Z           Activities of professional organisations

  1. In the event if any of listed herein type of activity shall require acceptance, concession, confirmation or any other decision of competent authority, the Foundation shall carry out such activity solely after authorization of competent
  2. Economic activity shall be carried out by the Management Board

THE BODIES OF THE FOUNDATION

§ 15

The Bodies of the Foundation are:

  1. The Council
  2. The Management Board

THE COUNCIL

§ 16

  1. The Council is a body which makes decisions, monitors the activity and assesses the work of the Foundation.
  2. The Council determines the general directions of the Foundation’s activity and performs other functions as stipulated in this
  3. The Council may comprise from two to seven persons, including the Chairman of the Council and members of the Council, appointed for an indefinite The Founders shall have the right to be members of the Council.
  1. Members of the First Council are appointed by the Founders. By virtue of this Statute, Jerzy Wierzbicki shall be appointed as a Chairman of the Council and Rod Polkinghorne shall be appointed as a member of the Council.
  2. The subsequent members of the Council in place of those who have ceased to hold office or are appointed to extend the composition of the Council, shall be appointed by decision of the Council. The Council shall elect the Chairman of the Council from among its
  3. Detailed rules of the Council may be determined as a Regulation adopted by the
 § 17
  1. Meetings of the Council are held on the initiative of its members whenever necessary by initiative of at least 1/3 of its members, but not less frequently than once a year. The meeting in convened by the Chairman of the
  2. The decisions of the Council are made by simple majority votes on condition that at least half of the members of the Council are present at the meeting and should the votes divide equally, the casting vote shall be that of the Chairman of the
  3. The decision on the appointment or to recall a member of the Council shall be carried out by the decision of the Council by the simple majority of votes through a secret ballot in the presence of the Chairman of the If member of the Council is absent from the meeting, he is able to transfer his powers through written consent to another member of the Council or grant power of attorney to third person.
  4. Decision on the appointment and recall of a member of the Council requires for validity prior written consent regarding its adoption from the Chairman of the
  5. Meetings of the Council may be held by means of electronic
  6. Upon invitation from the Council, members of the Management Board and other guests may be present at its meeting as observers or in an advisory
§ 18

The objectives of the Council include:

  1. Appointment and recall of members of the Management Board, as well as the laying down of principles of remuneration for members of the Management Board and approving the scope of their powers,
  2. Assessment of the work of the Management Board, approval of annual financial reports and annual reports on the Foundation’s activities and prospect, as well as acknowledgement of the fulfillment of the duties by members of the Management Board,
  3. Monitoring of the current activity of the Management Board,
  4. Supervision over the Foundation’s activity
  5. Upon request from the Management Board, issuing decisions on consolidation with other Foundation or entity, or on the dissolution of the Foundation

THE MANAGEMENT BOARD

§ 19

  1. Body of the Foundation shall be the Management Board, hereinafter called „The Management Board”.
  1. The Management Board consists of from one to five members, including the President and Vice
  2. The Founders shall have the right to be members of the Management Board, in particular they shall have the right to perform the function of the President and the Vice President.
  3. Members of the Management Board, the President and the Vice President shall be appointed by the Council for an indefinite period, except for the First Management Board appointed by the Founders. By virtue of this Statute, Dariusz Szydełko shall be appointed as a President of the Management
  4. Membership in the Management Board shall expire as a result of:
    1. Written resignation,
    2. Recall of a member of the Management Board at any time,
    3. Death of the
  5. Members of the Management Board may be remunerated due to performed Amount of the remuneration shall be determined by the Council.
  6. Recall of a member of the Management Board shall occur in the event of:
    1. Disease resulting in permanent incapacity to perform his duties on the Management Board,
    2. Performing duties of the member of Management Board without due diligence,
    3. Material breach of provisions of this Statute,
    4. Any other event not mentioned hereinabove which results in a member of the Management Board being unable to perform their
  7. Detailed rules of the Management Board may be determined as a Regulation adopted by the Management
§ 20

 

  1. Appointment and recall of a member of the Management Board requires a resolution adopted by an absolute majority of the members of the Council.
  2. For validation, a resolution on the appointment and recall of a member of the Management Board requires prior written permission for its adoption by the Chairmen of the Council.
  3. In the case of the adoption of a resolution on the appointment or recall of a member of the Management Board without prior written approval of the Chairman of the Council the said resolution shall be deemed null and void.
§ 21
  1. The Management Board shall manage the current affairs of the Foundation and shall represent the Foundation externally.
  2. The Management Board shall undertake all activities not reserved for competence of other Bodies of the Foundation, in particular:
    1. adoption of annual action plans and financial plans,
    2. adoption of regulations,
    3. Implements the resolutions of the Council
    4. management of the assets of the Foundation,
    5. management of the economic activity of the Foundation,
    6. determination of the rate of employment and amount of employees’ remuneration,
    7. acceptance of endowments, inheritances, bequests, subventions and donations,
  3. The Management Board shall be entitled to appoint proxies to manage specific areas of the Foundation’s
§22

 

  1. The Management Board shall convene its meeting when needed, at least once a
  2. The Management Board’s meeting may be convened by use of Communications at a
  3. Meetings shall be presided by the President, in the event of his absence – member of the Management Board appointed every single time by way of
  4. If the Management Board consists of more than one member, the Management Board shall enact resolution by simple majority in the presence of at least half of the members of the Management Board. In the case of an even number of votes the President shall cast the deciding vote.
  5. All members of the Management Board shall be noticed about meetings. The way of notification shall be arbitrary, in particular notification by way of electric form or by using of communication at a distance is

REPRESENTATION

§ 23

  1. Declarations of intent on behalf of the Foundation, except for 2, shall be made by the President or the Vice President, or two members of the Management Board acting jointly.
  2. In the affairs concerning financial obligations of value not exceeding PLN 10,000 (PLN ten thousand), declaration of intent shall be made by any member of the Management

AMENDMENTS TO THE STATUTE

§ 24

 

  1. The Council shall be entitled to amend the Statute by way of resolution enacted by simple
  2. Amendments to the Statute may relate to objectives for which the Foundation was established or determined in Representation of establishing the Foundation (Notarial Deed), by prior consent of the Founders.

MERGER WITH OTHER FOUNDATIONS

§ 25

  1. The Foundation shall be entitled to merge with other foundations for effective achievement of objectives of the
  2. Merger with other foundations shall not occur if as a result the main objective of the Foundation may
  3. A resolution accepting merger with other foundations shall be passed by the Council in the form of resolution pass by a simple majority.

LIQUIDATION

§ 26

  1. The Council shall pass the liquidation resolution when objectives of the company shall be achieved or in the event of exhaustion of available resources or assets of the
  2. Resources and assets remaining after the liquidation of the Foundation shall be transferred to other, determined by the Council foundations, non-governmanetal organisation having the consistent objectives as the Foundation.

Warsaw, 26.07.2019

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